Grown Rogue International Form 4 / Aaron Edelheit ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mindset Value Wellness Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Grown Rogue International Inc. [ GRUSF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2024		C		1,750	A	$0.64	13,402,463	I	See footnote⁽¹⁾⁽²⁾
Common Stock	12/17/2024		C		6,219	A	$0.64	13,408,682	I	See footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Mindset Value Wellness Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mindset Value Fund LP

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

W&GP Fund 1 LLC

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mindset Capital LLC

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Edelheit Aaron

(Last)

(First)

(Middle)

30 WEST MISSION STREET

SUITE 8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

Explanation of Responses:

1. Aaron Edelheit is the Managing Member of Mindset Capital LLC, which serves as the General Partner of Mindset Value Fund LP and Mindset Value Wellness Fund LP, and the Managing Member of W&GP Fund 1 LLC (the "Funds"). The Funds acquired the shares as specified in Table I (collectively, the Funds acquired 7,969 shares and collectively own 35,583,261 shares following the transactions). As General Partner and Managing Member of the Funds, Mindset Capital LLC, and Aaron Edelheit as Managing Member of Mindset Capital LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Funds.

2. These shares are held by Mindset Value Wellness Fund LP.

	Mindset Value Wellness Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Wellness Fund LP	12/17/2024
	Mindset Value Fund LP By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, General Partner of Mindset Value Fund LP	12/17/2024
	W&GP Fund 1 LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC, Managing Member of W&GP Fund 1 LLC	12/17/2024
	Mindset Capital LLC By: /s/ Aaron Edelheit, Managing Member of Mindset Capital LLC	12/17/2024
	/s/ Aaron Edelheit	12/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Grown Rogue International (GRUSF) Form 4Grown Rogue International / Aaron Edelheit ownership change